Board of Directors

 The Board of Directors

Our board consists of six members.

Mika Uotila

Chairman of the Board of Directors

Born in 1971
Education: M.Sc. (Econ.)
Member of the Board of Directors since 19 October 2015
Main Occupation: Managing Partner, Sentica Partners Oy
Career history: Senior management positions, Sentica Partners Oy, Sentio Invest Oy and Sonera Oy
Key positions of trust: Chairman of the Board, Pihlajalinna Oyj; Board chairmanships and memberships in companies administered by Sentica Partners Oy

Aarne Aktan

Born in 1973
Education: B.Sc. (Econ.)
Member of the Board of Directors since 19 October 2015
Main occupation: CEO, Talentum Oyj
Career history: CEO, Quartal Oy; Account Manager, Kauppamainos Bozell Oy
Key positions of trust: Chairman of the Board, Trainer’s House Oyj; Member of the Board, Pihlajalinna Oyj; Member of the Board, Quartal Oy; Member of the Board, Kuiri Mobile Oy.

Eeva Grannenfelt

Born in 1958
Education: M.Sc. (Econ.), CFEA
Member of the Board of Directors since 19 October 2015
Main Occupation: Independent Financial Industry Professional, SME and Growth Company Financial Consulting
Career history: Thirty-five years’ senior management experience in banking and mutual insurance company investments, latest Mutual Insurance Company Elo
Key positions of trust: Member of the Board, Aina Group Oyj; Member of the Board, Nanten Oy; Member of the Board, Fountain Park Oy

Kirsi Harra-Vauhkonen

Born in 1967
Education: M.Sc. (Econ.)
Member of the Board of Directors since 19 October 2015
Main Occupation: Managing Director, CEO, Sanoma Pro Oy Career history: Industry Head (retail, branded goods and technology industries), Google; Senior management positions, Nokia Oyj
Key positions of trust: Member of the Board, Finnish Book Publishers Association; Member of the Board, Federation of the Finnish Media Industry

Markku Pietilä

Born in 1957
Education: M.Sc. (Tech.)
MBA Member of the Board of Directors since 28 March 2008
Main Occupation: Professional Board Member
Career history: CEO, Profiz Business Solution Oyj; Senior management positions, Componenta Oyj
Key positions of trust: Chairman of the Board, Profiz Business Solution Oyj, Several Board memberships in e.g. motor sports organisations

Olli Väätäinen

Born in 1966
Education: M.Sc. (Econ.)
Member of the Board of Directors since 19 October 2015
Main Occupation: COO, Kotipizza Group Oyj
Career history: Industrial Advisor, Sentica Partners; Chairman of the Board, atBusiness Oy; Chairman of the Board, Descom Oy; Member of the Board, Frankis Group Oyj (Kotipizza Group); Senior management positions, Kotipizza Group Oyj
Key positions of trust: Chairman of the Board, Sofia Digital Oy; Member of the Board, Silta Oy

Solteq Plc’s insider register is maintained by Euroclear Finland Ltd. Up-to-date details of insiders’ shareholdings can be viewed at Euroclear’s premises in Helsinki at the address Urho Kekkosen katu 5 C, 8.floor. (Insider information also available: ENG)

 

Meetings

The Board of Directors prepares a plan of activities for the time period between the Annual General Meetings. The Plan of activities, amongst other things, a meeting schedule and the main issues to be handled in each meeting.

The Board of Directors convenes as often as necessary. The Board convenes 12 to 14 times a year according to an agreed schedule. In addition, the Chairman calls the Board together by request of a member or CEO or incase he thinks it is needed.

Members of the Board has to, when it is possible, take part and be prepared in to every convention of the Board. They are also expected taking part to annual general meetings. With Chairman’s approval a convention can be held through conference call, from which minutes will be taken.

The Board held 16 meetings during 2014. The attendance of members at the Board meetings was ca 92%.

Self-evaluating

The Board of Directors conducts a self-evaluation process on its efficiency every year. The Board sets basis of assessment. The Board will concern the assessment latest after accounting period.

 

 

Charter of Solteq Plc’s Board of Directors

This Charter guides the work of the Board of Directors and complements the other rules and regulations with which the Board of Directors shall comply, the most important of them being the Limited Liability Companies Act and the Company’s Articles of Association.  The Charter of the Board of Directors is based on the Finnish Corporate Governance 2015 (“Corporate Governance”) of the Securities Market Association and complies with its basic principle “comply or explain”.

 

1. Composition of the Board of Directors and election procedure

According to Solteq Plc’s Articles of Association, the Annual General Meeting shall elect the members of the Board of Directors for a term ending at the end of the following Annual General Meeting. According to the Articles of Association, the number of Board Members shall be 5-7. The Board of Directors shall elect a chairperson from among its members annually.

 

2. Qualifications and independence of the Board Members

A person elected as a Board Member shall have the qualifications required for the position and the possibility to devote a sufficient amount of time to attending to the duties of a board member.

If possible, both genders shall be represented in the Board of Directors to achieve the largest possible diversity for the benefit of the Company. The aim is that the Board Members represent both the expertise required to implement the Company’s strategy and the interests of the shareholders. A person who is incapable of managing his/her affairs or property or who is employed by the Company’s competitor or is a member in the board of  the Company’s competitor  may not be elected a Board Member, nor may the Company’s Board Member accept such tasks or other assignments from the Company’s competitor.

The majority of the Board Members shall be independent of the Company, and a minimum of two of the independent members shall also be independent of the Company’s significant shareholders.  The Board Members shall provide the Board of Directors with sufficient information to allow the Board of Directors to assess their independence, and they shall notify the Board of Directors of any changes in the information. The Board Members do not represent the parties that have proposed their board membership or any other parties in the said parties’ spheres of interest.

The Board of Directors shall assess the independence of the Board Members annually.

 

3. Duties of the Board of Directors

The duties and responsibilities of the Board of Directors are defined in compliance with the Finnish Limited Liability Companies Act. The Board of Directors attends to the administration of the Company and the appropriate organisation of its operations. The Board of Directors deals with and decides on all matters that are the most significant for the operations of the Company.

In general, the Board of Directors monitors the daily management of the Group by means of segment-specific reviews and monthly reports.

According to the Charter, the duties of the Board of Directors include the following in addition to the matters defined in the Limited Liability Companies Act, other legislation and the Company’s Articles of Association: The Board of Directors

  • steers the operations of the Company in in a manner that brings maximum long-term added value to the assets invested in the Company, taking the various stakeholders groups into consideration,
  • approves the incentive systems of the CEO and other management members,
  • appoints and dismisses the CEO and decides on the terms of the CEO’s service contract,
  • confirms the strategy, business objectives and annual budget and supervises their implementation,
  • approves significant financing agreements and the purchases and sales of significant asset items,
  • reviews and approves interim reports and financial statements,
  • reviews and approves the mergers, acquisitions and corporate restructuring arrangements whose total value exceeds 500,000 euro and exceptional balance sheet items of more than 100,000 euro that are not part of the Company’s regular business operations,
  • reviews all contracts, agreements and business transactions with the owners of the Company and the Executive Team, with their related parties, and with companies in which Solteq Plc holds a controlling interest,
  • approves the Company’s structural changes and confirms the organisation of the Company at the proposal of the CEO,
  • appoints the directors who report to the CEO at the proposal of the CEO and decides on the remuneration principles of the Executive Team Members,
  • regularly assesses its own operations and collaboration with the management, and
  • deals with other matters that the Chairperson of the Board and the CEO have agreed to be dealt with by the Board of Directors or matters that are otherwise within the decision making power of the Board of Directors based on the Limited Liability Companies Act, other Acts, the Company’s Articles of Association and other possible rules and regulations.

 

4. Special duties of the Chairperson

The Chairperson of the Board of Directors and the CEO jointly prepare the board meeting agendas and matters to be presented to the meeting.  The special duties of the Chairperson of the Board also include the following: The Chairperson

  • steers the work of the Board of Directors in a manner that ensures that the Board attends to its duties as efficiently and appropriately as possible,
  • maintains regular contact with the CEO between Board meetings to monitor the operations of the Company,
  • if necessary, maintains regular contacts with other Board Members between Board meetings,
  • if necessary, maintains regular contacts with the owners of the Company and other stakeholder groups, and
  • bears responsibility for the planning and assessment of the activities of the Board of Directors and the assessment of the CEO.

 

5. Committees and other organs established by the Board of Directors

The Board of Directors may set up committees, management teams and other permanent or fixed-term organs to perform tasks assigned to them by the Board. If the Board of Directors sets up committees, it shall elect members and appoint chairpersons for them. The Board of Directors shall also confirm rules of procedure for the committees, defining their purposes and tasks.

The Board of Directors has appointed an Audit Committee from among its members. The Committee focuses on the management and preparation of matters related to financial reporting and supervision. The Audit Committee does not have independent decision making powers. It prepares matters for decisions by the Board of Directors.

 

5.1 Audit Committee, tasks and rules of procedure

The Audit Committee monitors the Group’s profit performance, budget preparation principles, budgeting, financing situation and risk management. The Audit Committee has the following tasks:

  • to monitor the Company’s financial and financing situation,
  • to monitor the process of the Company’s financial statement reporting,
  • to supervise the Company’s financial reporting and merger and acquisition processes,
  • to monitor the efficiency of the Company’s internal control, possible internal auditing and risk management systems,
  • to review the report of the Company on its governance system, including the description of the main features of the control and risk management systems related to the financial reporting process,
  • to monitor the financial statements and statutory audits of the consolidated financial statements,
  • to assess the independence of the statutory auditor or audit firm,
  • to assess the audit firm’s offering of auxiliary services,
  • to prepare a proposal for decision concerning the election of an auditor,
  • to maintain contact with the auditor and review the reports prepared by the auditor for the Audit Committee, and
  • to assess the compliance with laws and statutory regulations.

The Audit Committee consists of three members. The Board of Directors elects the members and the chairperson of the Committee from among its members.

The members of the Committee shall have the qualifications required for performing the tasks of the Committee, and at least one member shall have expertise in accounting, bookkeeping or auditing.

The Company’s CEO and CFO present the matters to the Audit Committee. If necessary, the Audit Committee may use external experts and advisors.

The chairperson of the Audit Committee prepares the meeting agendas of the Committee and decides on their contents after discussing the matter with the management of the Company. The CFO or another person appointed by the Audit Committee acts as secretary of the Committee.

The minutes of the Committee meetings shall be made available to the Board of Directors. The chairperson of the Committee shall also report to the Board of Directors on essential observations.

The members of the Audit Committee are paid a fee defined by the Annual General Meeting for their work.

The members of the Audit Committee shall be independent of the Company, and at least one member shall be independent of significant shareholders.

 

6. Board meeting agendas and meeting materials

The notices of Board meetings and meeting materials are delivered electronically to the Board members. The notices are accompanied by the minutes of the previous meeting and possible other documents and information related to the matters on the agenda. The materials related to the matters to be discussed in the meetings shall be delivered to the Board Members well before the meetings to allow them to familiarise themselves with the matters and make informed decisions.

 

7. Board meetings

The Board of Directors shall meet at regular intervals 8-12 times during its term of office in accordance with the meeting schedule agreed on in advance. If necessary, the Board of Directors shall hold additional meetings, which may be arranged as phone or email meetings. At least one of the meetings shall be a strategy meeting, external experts concerning the Company’s operations or market shall be heard in at least one meeting, and the Company’s auditor shall attend at least one meeting.

If necessary, the Board of Directors may discuss the Company and its development without the operative management. The regular matters discussed in Board meetings include the approval and signing of the minutes of the previous Board meeting, CEO’s progress review and monthly report to the required extent.

Apart from the Board Members, the meetings are attended by the CEO and CFO. The CFO acts as secretary of the Board. The matters to be discussed in the meeting are presented to the Board by the CEO or another person to whom the CEO has assigned the task with the consent of the Board of Directors.

 

8. Board decisions

The Board of Directors shall strive to reach unanimous decisions. In case of a dispute, the matter shall be solved by voting. The decision of the Board of Directors shall be the opinion that has been supported by more than half of the members present, and in the event of a tie, the opinion supported by the chairperson. A Board Member who disagrees with the Board’s decision may propose that his/her dissenting opinion be appended to the minutes of the meeting. The dissenting opinion shall be presented immediately after the decision has been made. The Board of Directors may make unanimous written decisions without holding a meeting. These decisions shall be supported and signed by each Board Member.

A Board Member may not participate in a discussion on a matter that concerns an agreement between him/her and the Company. Neither may he/she participate in a discussion on an agreement between the Company and a third party if he/she can expect to derive substantial benefit that may be in conflict with the interest of the Company.

 

9. Board meeting minutes

At the Board meetings, minutes shall be kept by the secretary. In his/her absence, the minutes shall be kept by another person appointed by the Board. The minutes shall be signed and checked by the chairperson of the meeting, a minimum of one member appointed by the Board and the secretary of the meeting.

 

10. Participation in shareholders’ meetings

In order to implement interaction between the shareholders and the Board of Directors and the shareholder’s right to pose questions, the Board Members shall participate in shareholders’ meetings. The entire Board of Directors and the person nominated for Board membership shall attend the Annual General Meeting. Depending on the nature of the matter to be discussed, extraordinary shareholders’ meetings shall be attended by the majority of the Board Members.

 

11. Confidentiality and due diligence

The Board Members are bound by both general regulations concerning business and company secrets (incl. Unfair Business Practices Act and Criminal Justice Act) and special restrictions related to insider rules on the information that Board Members receive in their work and the handling of the information.

In the Company’s internal guidelines, all documents related to Board work, unpublished notices and reports as well as strategy and project related information are defined as inside information.

As the Board Members regularly deal with confidential information outside the Company’s places of business, the Board Members shall strictly observe the due diligence obligation in handling Company-related information.

The Board of Directors and its individual members shall act diligently and in accordance with the interests of the Company and its shareholders in all their activities and in their decision-making. The Board Members are required to act with objective diligence, which means the prudence that could objectively be expected of a person with a similar status in the situation in question.

 

12. Charter-related monitoring, verification and reporting

The Board of Directors shall comply with the Charter and assess its implementation and realisation as part of the Board’s annual self-evaluation. The Board of Directors shall report on any deviations in the functions and duties related to the Charter without delay and in the annual Report of the Board of Directors at the latest. The principles of the Corporate Government Code 2015 shall be applied to the reporting of deviations.

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